The Annual Meeting of Shareholders was held
at TRICON Headquarters, Louisville, KY at 9:30 a.m. (EDT), Tuesday, May 19, 1998. Proxies
for the meeting were solicited by an independent proxy solicitor. This Annual Report is
not part of the proxy solicitation.

Registered Shareholders
(shares held by you in your name) should address communications concerning statements,
dividend payments, address changes, lost certificates and other administrative matters to:

In all correspondence, please provide your
account number (for U.S. citizens, this is your social security number), your address,
your telephone number and mention TRICONSharePower. For telephone inquiries, please have a
copy of your most recent statement available.

Stock Trading Symbol - YUMThe New York Stock Exchange is
the principal market for TRICON Common stock.

ShareholdersAt year-end 1997, there were
approximately 185,000 shareholders of record.

Dividend PolicyTRICON does not currently pay
dividends, nor does it anticipate doing so in the near future.

Spin-off Information:Opening stock price on
September 17, 1997: 283/4. First day of trading on the NYSE on an "when issued
basis."

Cost Basis TRICON Spin-off from
PepsiCoPepsiCo shareholders should
allocate 92.4068 percent of their PepsiCo stock basis immediately prior to the Spin-off to
their PepsiCo shares, and 7.5932 percent of their PepsiCo stock basis immediately prior to
the Spin-off to the TRICON shares received in the Spin-off.

Spin-off date: Monday, October 6, 1997

TRICON's Annual Report contains many of the
valuable trademarks owned and used by TRICON and its subsidiaries and affiliates in the
United States and internationally.